Board Meeting Details

The Board of Directors meeting was held on August 3, 2026, commencing at 2:15 p.m. and concluding at 3:40 p.m.

Key Approvals and Decisions

1. Financial Results Approval

The Board approved the Standalone and Consolidated Un-audited Financial Results with Limited Review Report for the quarter ended June 30, 2026.

2. AGM Materials

Approved Notice of 30th Annual General Meeting, Directors Report with all necessary annexures, Corporate Governance Report, and Management Discussion & Analysis for Financial Year 2025-26.

3. Scrutinizer Appointment

Appointed M/s Kumar Wadhwa & Company, Practicing Company Secretaries as Scrutinizer for conducting e-voting process for the 30th AGM.

4. Independent Director Appointment

Based on Nomination & Remuneration Committee recommendation, appointed Mr. Balvinder Singh (DIN 03372237) as Independent Director with immediate effect for 5 years subject to shareholder approval.

5. Auditor Fee Rectification

Based on Audit Committee recommendation, approved rectification of fee of Statutory Auditor subject to shareholder approval.

Trading Window Closure

The Trading Window for share dealings by Directors/Insiders will reopen on Thursday, August 6, 2026, 48 hours after publication of Un-audited Financial Results.

Director Appointment Details (Regulation 30)

  • Name: Mr. Balvinder Singh
  • Reason: Appointment as Independent Director
  • Date of Appointment: August 3, 2026
  • Term: 5 years from date of appointment subject to shareholder approval
  • Relationships: NIL
  • Debarment Status: Not debarred from holding director office by SEBI or any authority

Director Profile

Mr. Balvinder Singh is a 1981 batch officer of Indian Audit and Account Service, retired as Member (Technical) NCLAT with 5-year tenure as Founder Member. Previously retired as Deputy Comptroller and Auditor General (Dy. CAG). Qualifications include MBA from Punjabi University Patiala, Masters in National Development & Project Planning (University of Bradford, UK), and Masters of Laws (Kurukshetra University). Total experience of 43 years including 5 years as Finance and Audit Advisor in Ministry of Oil and Gas, Government of Oman.

Financial Results Overview

Standalone Financial Results (₹ in lakhs)

Quarter Ended June 30, 2026:

  • Total Income: ₹532.73
  • Total Expenses: ₹6.86
  • Profit Before Tax: ₹525.87
  • Total Tax Expense: ₹0.00
  • Net Profit: ₹525.87
  • Other Comprehensive Income: ₹0.04
  • Total Comprehensive Income: ₹525.91

Comparative Figures:

  • Quarter Ended March 31, 2026: Net Profit ₹390.28
  • Quarter Ended June 30, 2025: Net Profit ₹416.65
  • Year Ended March 31, 2026: Net Profit ₹2,714.10

Consolidated Financial Results (₹ in lakhs)

Subsidiary Company (ITNL Toll Management Services Limited) for Quarter Ended June 30, 2026:

  • Total Revenue: ₹74.98
  • Total Profit: ₹6.86
  • Total Comprehensive Income: ₹7.02

Auditor's Review Report

N. M. Raiji & Co. conducted limited review of both standalone and consolidated financial results. Emphasis of matter noted regarding non-provision of interest on loans due to NCLAT moratorium.

Critical Notes to Financial Results

1. Toll Collection Suspension and Asset Impairment

The Hon'ble Supreme Court dismissed the Company's SLP on December 20, 2024, upholding Allahabad High Court judgment that suspended toll collection from October 26, 2016. Consequently, the Company impaired intangible asset with net written down value of ₹23,249.70 lakhs as at December 20, 2024. Review petition filed on January 19, 2025 was also dismissed on May 9, 2025. Company continues to monitor developments and maintain project assets as per Concession Agreement.

2. Income Tax Matters

Assessment Years 2016-17 & 2017-18:

  • Original demands of ₹357 crores and ₹383.48 crores respectively
  • CIT(A) allowed company's appeal on July 3-4, 2025
  • Assessing Officer passed orders on September 11, 2025
  • Tax effect of ₹23.71 lakhs each year upheld for lease rental income treatment
  • Company filed appeal with ITAT
  • Penalty orders u/s 271(1)(c): ₹23.71 lakhs (AY16-17) and ₹11.85 lakhs (AY17-18)
  • Company filed appeal before CIT(A) on April 24, 2026

Assessment Years 2012-13, 2013-14, 2014-15:

  • CIT(A) upheld treatment of lease rental income as business income
  • Tax effect: ₹21.46 lakhs, ₹23.75 lakhs, and ₹22.42 lakhs respectively
  • Company filed appeal with ITAT

Recent Penalties (June 24, 2026):

  • Penalty u/s 271D: ₹4.85 lakhs (contravention of section 269SS)
  • Penalty u/s 271E: ₹354.77 lakhs (contravention of section 269T)
  • Company filed appeal with CIT(A) on July 21, 2026

3. NCLAT Moratorium on Interest Payments

Hon'ble NCLAT Order dated March 12, 2020 confirmed October 15, 2018 as cut-off date for IL&FS resolution process, providing moratorium against creditor actions. Company has not provided for interest on loans from ICICI Bank Limited and IL&FS Transportation Networks Limited (ITNL) aggregating:

  • ₹300.14 lakhs for quarter ended June 30, 2026
  • ₹8,527.92 lakhs cumulative up to June 30, 2026

4. NOIDA Outdoor Advertising Demand

Received demand notice from NOIDA in September 2025 for approximately ₹100 crore towards arrears of outdoor advertising. Matter contested before Delhi High Court, which issued notice restraining coercive action. Hearing dates: January 16, 2026, April 27, 2026, July 28, 2026. Next hearing scheduled for October 14, 2026.

5. Arbitration Proceedings

Terminated License Agreement with erstwhile Licensee dated August 23, 2018 and November 1, 2018. Erstwhile Licensee initiated arbitration against company. Company successfully challenged arbitrator's order requiring ₹5 crores deposit, with Hon'ble Supreme Court dismissing SLP against company on April 8, 2024. Process of filling Evidence Affidavit in progress.

6. Labour Codes Implementation

Government implemented four new Labour Codes effective November 21, 2025. Management assessment indicates no material impact on financial statements as at June 30, 2026. Company continues to monitor finalization of Central/State Rules.

7. Road Overlay Provision

Management believes provision for overlay as at June 30, 2026 is adequate considering future projected expenditure and contractual arrangements. No provision made for quarter ended June 30, 2026.